Fear Factor
by LaylaBinx
Summary: AKA: Five Time Steve Was There When Someone Was Scared/Worried/Anxious and One Time They Were All There For Him :D Pure, unabashed fluff inside! Rated for language :


**Hey guys! I swear to you I'm still working on FToP, I just ran into a bit of writer's block with this most recent chapter and instead of bashing my head into the wall trying to write it, I decided to work on something else entirely for a while to clear my thoughts. And oh how I love me some 5+1 stories XD This is basically just Steve being totally cool and supportive for everyone in their moments of vulnerability and them returning the favor in the end. Have I mentioned how much I adore puppy piles? Because I do! Sorry if anyone sounds really OOc, I tried to keep everyone pretty close to character ^.- Hope you all like it!**

**Disclaimer: I own nothing =/**

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**OOOOO (1. Clint)**

There's a sound somewhere between a snap and a vacuum cleaner sucking up and entire bag of packing peanuts and then total darkness. Not the kind of darkness that lends way to shadows and outlines, assisting the eye just enough to see common shapes. This darkness is pure black and all encompassing, filling every corner and crevice with inky, onyx tendrils that hover in the air like a living thing. This darkness is suffocating and heavy, the silence mingling with it doing nothing to abate the oppression, and it's like a solid weight pushing down from all around.

"Shit." Clint stumbles in surprise and runs face first into Steve's shoulder. It's like colliding with a solid wall of muscle.

Steve is standing motionless in front of him; at least Clint guesses he's in front of him, he can't see anything and the darkness is weighing heavily against his open eyes, thick and opaque like its mocking him. "They must have cut the power grid already," Steve surmises from in front of him but his voice is loud and distorted in the absence of light.

Clint resists the urge to roll his eyes because _no shit, Sherlock_; light one minute, gone the next, yeah it's a pretty safe bet they've cut the power grid. He just manages to rope in that snappy comment because it's really not Steve's fault and he shouldn't be taking it out on him. Still, being plunged into absolute darkness makes him feel like he's drowning in a vat of black ink and its making him antsy. "I thought we told them to cut it in twenty?"

He can't see Steve but he's pretty sure the other man nods. "We did but something must have caused them to cut it early. Maybe they didn't know we were still down here."

It's a very simple suggestion but it sets Clint's jaw in a rigid line. It was easy enough to get lost in the depths of the helicarrier with all the lights turned on, let alone when they shut off the power to whole bottom part of the ship for mechanical maintenance. The halls were like a labyrinth of twisting and turning hallways and corridors, weaving their way through all the various floors and levels of the carrier. Taking a single wrong turn and ending up in a broom closet or falling over a railing was completely possible and Clint wasn't really comfortable with those odds. They should have had plenty of time to make it back up before the power grid was cut but it was possible some jumpstart engineer cut the power before it was time in order to start the maintenance earlier.

Clint frowns deeply, deciding he's going to have a very serious talk with the manager of the tech department when they get back to the surface. He presses one hand to the nearest wall and uses it as an anchor, a sense of stabilization so he doesn't feel quite so vulnerable without the use of his sight. His spatial awareness registers that Steve is only about a foot away from him but it's still disconcerting in the fact that he can't _see_ him no matter how close he is. Clint can maintain his cool in many situations but being thrust into complete darkness presses on that a bit.

"The stairs were up ahead to the left, weren't they?" Steve asks and his voice sounds just a bit further away like he's taken a few steps away in the opposite direction.

"Yeah, at the end of the hall," Clint answers, keeping one hand pressed against the wall as he walks forward. He feels like a buoy stuck in the middle of the ocean, no land in sight and no solid ground beneath him. The absolute darkness is disorienting and presses into his other senses like a foreign object. He forces himself to stand up straighter, rolling his shoulders back in an effort to shrug off some of the weight of the obscurity all around him, but it only offers temporary relief. The oppressive shadows are pushing down on him from every angle and its getting to the point where he almost can't stand it anymore.

"Clint? You still with me?" Steve's voice is a bit further ahead but it's stationary like he's stopped moving.

"Yeah," the archer answers tersely, finding all attempts at civility being squeezed out of him with the weight of the darkness.

"You okay?" Steve's voice is closer now and Clint silently envies him for being so calm.

"I'm fine," Clint mutters, which is a complete lie because he is most assuredly _not_ fine but he's not about to show weakness in the form of an aversion to darkness in front of his Captain. Not that Steve could see him right now but still.

"What's wrong?"

"Nothing, Steve. Just drop it, alright?" It comes across much snappier than he means it to but he can't help it. He feels like he's physically breathing in the darkness, bringing it into himself and choking on it.

Steve is silent for a moment, no noise other than the sound of their own breathing. Even sound seems to have been enveloped in the dark that surrounds them. "Does it have anything to do with the lack of light?" Steve asks quietly and Clint feels himself flinch even though he knows neither of them can see it.

"No," he snaps instinctively because its stupid and childish and he hates this feeling. Steve doesn't say anything so Clint does. "Look, its not that I'm afraid of the dark or anything its just…it puts me at a disadvantage, you know? I'm used to seeing everything around me and when its dark like this and I can't see anything…well, it just bugs me, alright?"

He can practically hear Steve smile. "I understand." He's not judging him, he's not making fun of him, he's not pointing out the fact that being uncomfortable in the dark is completely lame and utterly stupid. Steve just accepts it like it's the most natural thing in the world. Clint doesn't know whether to laugh or be pissed.

"Its not a big deal," Steve continues, his voice a bit closer than it was before. There's a shift in the atmosphere right in front of him, someone stepping closer and Steve's voice is suddenly right beside him. "I can understand the feeling. We had to do a few missions back during the war where we operated under complete darkness in radio silence. It's a little disorienting to say the least."

Clint kinds of want to laugh because "a little disorienting" is such an understatement right now but he doesn't. He feels like he's being pulled further and further into the blackness surrounding them, down into the depths of nothingness, and its making him a bit dizzy. He takes a breath and forces himself to speak normally. "Yeah? So what did you do during these blackout missions?"

"We stayed together," Steve answers simply and Clint can feel his presence right beside him. "We kept everyone moving in the same direction, we stayed together and we all got out just fine." Had anyone else said that to him, made the solution sound so incredibly easy, Clint probably would have punched them in the mouth. Hearing it from Steve was different though; Steve made him actually believe it.

Clint takes a deep breath and feels just the tiniest bit of his apprehension ebb away. "Just stay together, huh?"

"Till the end," Steve answers calmly, his voice holding every ounce of conviction that Clint had lost. And just like that, its all the reassurance he needs. It's the push he needs to take his hand off the wall and step in the direction of the stairs. He knows Steve is right beside him even though he can't see him. They just have to stay together and keep going in the same direction and they'll be fine.

"Ready when you are," Steve says from beside him and Clint nods even though neither of them can see it. They walk slowly at first, keeping close to the wall to have some idea of the boundaries of their space, but the hallway shrinks behind them, lending way to a fork into two different sections.

"Left, correct?" Steve asks, his voice still distorted in the darkness but never losing the even composure he'd spoken with in the beginning.

"Yep, left to the stairwell," Clint answers, touching the wall to his side and feeling it turn into a sharp left corner. They walk a few more feet before Clint's foot bumps against the bottom step of the staircase. "Found the stairs," he points out rather uselessly, grasping blindly for the railing. He wraps his hand around the cold metal; its solid, its sturdy, and it will lead them out of the blackness they're wrapped in down here.

"I'm right behind you," Steve says simply and the underlying words he doesn't speak say _I'm still here, you're not alone. _

Clint climbs the stairs, Steve right on his heels, and the door swings open to reveal a blinding flash of daylight from the windows lining the upper hallways. The weight of the darkness fades almost instantly, fleeing back into the shadows where it took up residence, and Clint feels like he can actually take a deep breath again.

Steve comes to a stop right beside him, squinting a bit from the change of light. "Whew…well that was exciting."

Clint smirks. "You could say that."

"We should probably head back up to the top floor," Steve suggests, taking a few more steps into the hallway. "Let them know that the bottom floors are clear."

"Yeah and that we were still down there when they cut the power," Clint mutters irritably, falling into step beside Steve. He's silent for a minute as they walk, collecting his thoughts quietly. "Hey Steve?"

The other man stops and looks at him, quirking an eyebrow curiously.

"Uh…thanks for what you did. You know, back there." Clint shifts uncomfortably because he's still a bit embarrassed at being caught in such a weak moment but Steve just smiles.

"Anytime," he assures him, patting him on the shoulder gently. Steve doesn't see it as weakness or a character flaw, he doesn't feel the need to hold it over him and poke fun at him for it. He brushes it off like its not a big deal because it isn't, its just something that happens.

Clint smiles and falls back into step with him, both walking toward the next stairwell leading up to the upper floors. Now to find that engineer…

**OOOOO (2. Natasha)**

There's a gun pointed at his head by a very deadly, very pissed off Natasha Romanov and Steve has never really felt more out of his element than he does right now. He's standing statue-still, eyes leveled with the female assassin who currently has her pistol leveled right between his eyes. Super soldier serum or not, Steve is pretty sure if she decides to fire right now it'll kill him. He's seen Natasha shoot firsthand and he knows enough about her marksmanship to know that she never misses. Ever.

There's four men already dead on the floor, blood pooling around the backs of their heads from a perfect kill shot: one bullet to the frontal cortex for each. That's Natasha's work, he has absolutely no doubt, and if he makes one false move, he's next.

"Natasha," Steve says softly, keeping his voice as gentle and non-threatening as he can. He has both hands raised so she can see that he has no intentions of hurting her and his shield is flat on the floor as a further sign of that. Granted, it won't do him any good on the floor if she decides to take the shot but Steve's willing to take that chance if he can gain her trust.

Natasha is glaring at him, her eyes narrowed so sharply there's only a small slit of color to be seen. She's clenching her teeth, her jaws clamped shut so tightly it's a wonder she hasn't broken a tooth. Her bottom lip is busted and bleeding, a small trickle of blood dripping down her chin. She doesn't even seem to notice it. A bruise is forming along her right cheekbone that crawls from right beneath her eye, up over the top of her brow and settles somewhere near the bridge of her nose. Her dress is ripped on one side, the straps torn away, and the hem is in tatters. Steve frowns darkly at the implication; if those men weren't dead already he'd be willing to go a few rounds with each of them individually.

"Natasha," he tries again, taking a very small step forward only to hear the gun click in warning.

Natasha is still glaring at him but her eyes are blank and empty; devoid of all emotion like those of a shark going in for the kill. She's not seeing him, all she sees is a threat and she's probably only seconds away from pulling that trigger and eliminating the threat all together.

"Natasha, its me," Steve continues, not attempting to move forward again until some of the barrier breaks. "It's Steve."

She mutters something almost inaudibly beneath her breath and Steve can tell automatically its Russian even though he has no idea what she said. This is her default setting: the ruthless, trained killer who's name has gone down in every database and government archive in the world. Right now, Natasha is not an Avenger and a member of their team; right now she's an assassin, pure and simple. And right now she has her sights set on Steve.

"Natasha, I'm not going to hurt you," Steve reassures her quietly, waiting, hoping, praying for some kind of recognition in her eyes. He'd seen her in the heat of battle, in the very heart of conflict, but he's never seen her like this. He'd never seen her so mechanical. It was unnerving to say the least.

She's still glaring at him, the gun leveled right between his eyes, but there's just a tiny, fractional drop of her shoulders that indicates she's at least heard him.

"I got the message you'd been taken and came to get you back," Steve continues, encouraged just a bit by her slightly less rigid posture. "I'm here now, okay? I'm going to take you out of here and you never have to come back."

Another slight drop, a very minor lowering of the gun and Natasha looks at him; _really_ looks at him.

"How about we get out of here, huh?" Steve asks, taking his chances by taking a very small step forward. When she doesn't shoot him immediately, he takes another. "Just you and me, okay? We'll walk out this door right here and we'll never look back. Just you and me. How's that sound?"

Natasha's breathing is coming just a tiny bit faster now and she blinks once, twice, three times before she actually focuses on him. "Steve?" Her voice sounds small and fragile in the openness of the room, completely unlike it had been before. Her eyes are still a tiny bit unfocused, shifty and unsure, but she's actually looking at Steve instead of just seeing him.

Steve takes that opportunity to cross the room in four solid steps and stop right in front of her. "Hey, you with me?" He asks, cupping her face gently and looking at her evenly, encouraged by the fact that she's looking back and no longer has that flat, emptiness in her eyes.

"Yeah…" she mutters, gripping both of his wrists tightly like it's the only thing grounding her. She shakes her head once and closes her eyes tightly. "God…I almost shot you."

Steve ignores the admission and tilts her head up carefully, inspecting her split lip and the ugly bruise across her brow. "Are you okay? Did they hurt you at all? Did they touch you?" He chances a glance over his shoulder at one of the dead men on the floor and wishes once again that he'd gotten a chance at them.

Natasha shakes her head slowly, still gripping his wrists tightly. "No, they tried but I got loose before they could." She shakes her head again and a very small tremor accompanies the movement. "They told me what they planned to do though. Offered more incentive to get loose if you know what I mean." She smiles humorlessly, blood staining her teeth just a bit. And just like that, all the fight is gone, all the hatred and bloodlust in her eyes, and she lets her head tip forward to rest her forehead against the star on Steve's chest. "I really hate Germans…"

Steve smiles faintly at the comment and wraps his arms around her back loosely. "I know the feeling," he says simply, keeping one arm wrapped protectively around her shoulders while the other rubs soothing circles in between her shoulder blades.

Natasha is quiet for several minutes, not moving except to breathe, and her breath is warm and steady against his chest. She shudders faintly as if suddenly remembering the men on the floor and the fact that she's currently standing in a puddle of blood. She pushes away and Steve lets her; he knows Natasha doesn't do coddling well and he's really not aiming to end up on the business end of her gun again.

"Can we get out of here?" She asks, swiping a hand across her lower lip and scowling at the blood smear it leaves across her knuckles.

Steve nods and gestures toward the door. "Yeah, of course." He lets her step away first but he stays right beside her as they walk. He keeps one hand placed very gently in the small of her back, a physical reminder that he's here and she's safe. Natasha allows the contact without a word and Steve knows that once they get back to the helicarrier, her composure will be just as infallible as it usually is. For now though, she allows him to see the break and he'll take that trust to his grave.

**OOOOO (3. Bruce)**

The elevator jerks to a halt and both men tumble to ground in surprise from the sudden stop. There's a loud grinding sound above their heads like the cables hooked to the car are being sent through a food processor and the lights in the car flicker dimly. A few seconds pass before either of them move, both looking up at the roof of the car like they're trying to see past the tiles and into the passages above. It'd be kind of nice to know if they were about to plunge to their deaths.

When nothing happens after a few more minutes, they both let out a collective sigh of relief. Steve stands slowly and offers Bruce his hand, pulling the smaller man up carefully. "You okay?"

Bruce nods slightly and looks back up at the roof of the elevator. "Yeah, you?"

Steve nods and follows the scientist's gaze again. "Yeah," he mutters, glancing down at the raw scrape on his elbow from where he collided with the floor. "Nothing a good night's sleep won't cure."

Bruce is still looking up at the top of the car, frowning deeply. "What do you think caused the stop?"

Steve shrugs a bit and steps toward the button panel on the wall. "Not sure. Could be anything from a power outage to a mechanical issue." He pushes the emergency button and is met with nothing but a busy signal. Well at least the other cars had the same idea; hopefully it'll draw a quicker response.

He steps away from the button panel and inspects the doors. They're both closed tightly, the screen above them that usually displays the outside floor completely dark. Its either a result from whatever mechanical issues has them trapped in the car or they're stuck between two floor. Neither option is really encouraging but there's really nothing they can do about it at the moment.

"I can try to pry the doors open," Steve starts, still eying the doors as he tries to come up with a plan to get them out of there. "Or go up through the roof and see if we're close enough to get onto another floor." That option is quickly shot down with the realization that the car could start back up any minute and they'd both probably tumble to their deaths down the elevator shaft.

Bruce says nothing behind him and Steve frowns, turning to face the scientist standing a few feet away. His head is still tipped back, eyes glued to the roof of the car, and he's frowning deeply, eyes dark behind his glasses.

"Hey, Bruce? Everything alright?" Steve asks, keeping his voice as calm and soothing as he can because he really, really doesn't want to go up against an angry Hulk in the confined space of this elevator car.

The scientist nods a bit and blinks a few times, seemingly coming back to his senses like he'd just been locked in some kind of deep thought. "Yeah, I'm fine," he assures him, a smile that doesn't even look close to real quirking up the corners of his mouth. "Just trying to come up with a way to get out of here."

"Same here," Steve says, though he doesn't take his eyes off of Bruce. The scientist's eyes are troubled, tiny worry lines creasing the space between his brows, and his mouth is set in a thin line. There's a rigidity to his posture that hadn't been there a minute ago and one hand is absently creasing and re-creasing the corner of his shirt. Right now, Bruce is wound tighter than a bowstring and it would only take one wrong word to set him off. Once again, Steve really doesn't want to grapple with a pissed off Hulk in the elevator; he's pretty sure the car wouldn't be the only thing destroyed, in fact, he'd be willing to bet the rest of the building would be demolished as a result of collateral damage. He presses the emergency button again, cursing inwardly when he gets the same busy signal. So much for a speedy resolution…

"Maybe we should sit down for a while," Steve suggests, noticing the ever tightening tension in Bruce's posture. "Take a break while they figure out this problem, you know?" He knows he could more than likely figure out a solution to this problem given a few more minutes of contemplation but Bruce doesn't really seem to be in the best mindset at the moment and Steve wants to keep the car as Hulk-free as possible for as long as he can.

Bruce finally nods about thirty seconds after Steve makes the suggestion and lets himself slide down one wall of the car. He runs a hand through his hair, absently mussing the dark tresses with his treatment but he doesn't even seem to notice. Steve slides down next to him, giving him plenty of space but staying close enough to offer his support if necessary.

Bruce takes a deep breath and lets it out as a laugh, shaking his head at the same time. "Sorry, I just…I'm not good with closed spaces, you know? The make me a little uncomfortable."

Steve nods quietly. "I get that. You're worried about Hulking out?"

The scientist lets out another breathy laugh and nods. "You could say that," he mutters, extending his legs out in front of him. "Me and enclosed spaces are like combining water and oil…they just don't mix."

"Has it always been like this?" Steve asks because he's genuinely curious. It'd be different if this was a lifelong phobia or if it was something that had developed as a byproduct of the introduction of a growling, green counterpart. "I mean were you claustrophobic before the 'other guy' came around?"

Bruce shrugs one shoulder casually. "A little bit, yeah, but never anything too extreme. I mean, I dislike enclosed spaces as much as the next person but after the 'other guy' came onboard, it got worse." He tries to take a deep breath but its halting and just a little bit shallower than he probably intended it to be.

"I can hear him in my mind sometimes," he says, pointing up to his head vaguely. "I mean, its nothing verbal; he doesn't exactly pose eloquent arguments or anything like that. Its mostly just noises and growls, things that make his intentions very clear. Its like taking a feral animal out of the wild and sticking it in a cage. It snaps and claws and bites at the bars of the cage to get loose; anything to get out." Bruce smiles faintly and glancing back up at the ceiling. "That's what its like with him. Never a dull moment around here."

"Is it worse when you feel cornered?" Steve asks carefully, trying his best not to cross into tricky territory if he can avoid it.

Bruce nods slowly. "Most of the time, its pretty easy to keep him in the back of my mind, a side thought more than anything. But times like this," he gestures up to the ceiling with one hand. "When things are out of my control and we're stuck in a little space like this and he's doing everything he can to get out…well, it makes it infinitely harder to control."

Steve is silent for a minute, contemplating everything Bruce had told him. The elevator wasn't small by any means, located in the middle of an office building like this it was easily big enough to fit ten people comfortably. But those doors were still closed and they weren't moving and it might as well be a prison suspended in mid-air. Steve thinks for a few more minutes, briefly touching on an idea in the back of his mind. He has no idea if it will work, if it will do anything other than remind them of their current situation, but its worth a shot.

"You know," he begins, keeping his voice soft and conversational in the confines of the car. "When I was in the army we had a lot of field training we had to do. Survival stuff mostly: finding clean water, making shelter out of nothing, things like that. Well, one night we got dragged out into the middle of this field about twenty miles away from base and were told that we had to survive for two days with no supplies and no gear, nothing but the clothes on our back and the knowledge in our heads. And then they left, just left us out there all alone." Steve pauses and follows Bruce's example, stretching his legs out in front of him.

"And I mean there was nothing in this field, absolutely nothing. It stretched for about two miles in any direction and it was just open and flat and empty." Steve chances a glance from the corner of his eye and sees just a very faint flicker of tension leave Bruce's face. "All the other guys were pretty put out about it but I thought it was great. Growing up in Brooklyn, being from the city, I'd never seen so much open space in my life. It was huge; I felt like I could get lost just standing still in the middle of that field."

Gradually and very slowly, he sees some of the worry lines begin to leave Bruce's face. His plan is working like he'd hoped it would, getting the scientist to visualize something other than the four walls of the elevator surrounding them. Granted, the story was a complete lie but Bruce didn't need to know that.

"So what did you do?" Bruce asks quietly after a minute, the compulsive creasing of his shirt slowing almost to a stop.

"Well, we had to set up some kind of shelter first," Steve says, going through the list in his head chronologically. Even if the story was made up, he still knew how survival training went. "A bunch of guys from my unit built this little lean-to against the side of this tree near the edge of the field but it was so small that only a few of us could sleep in it at any given time. I preferred the ground myself, it gave me a clear view of the stars."

A little more tension leaves, the troubled expression easing up just a bit, and Steve continues. "I'll tell you, that was really something…I had never seen so many stars in my entire life. Just billions and billions of them, high up above us and stretching on forever. It was like looking up at God's ceiling. Nothing but us and those stars." Steve stops for a second, glancing toward the door when he hears something that sounds just a bit like voices coming from behind the closed metal doors. He doesn't say anything in case he's imagining it so he continues with his story.

"We got through those two days no more worse for wear than when we started but it had kinda ruined me for tents if you know what I mean." He sees Bruce smile a bit and continues. "I couldn't do it all the time but every once in a while I'd manage to sneak out and find a quiet place where I could be alone and I'd just look up at the stars for hours, counting them until I went cross-eyed and had to start all over again. It always helped me feel more grounded, you know? It gave me a different perspective of things."

"Sounds nice," Bruce comments softly, a very faint smile tugging at the corner of his mouth. He seems a bit more relaxed now, leaning heavily against the wall of the elevator like some of the tension is literally deflating from his system.

Steve can't ignore the sound of voices outside the car now; the words are mumbled and indistinguishable but they're there without a doubt. There's a grinding, mechanical sort of sound right outside the doors and a crack of light appears between the door panels. Steve and Bruce stand then, watching as the doors are slowly pried open from the outside to reveal two maintenance workers waiting for them.

"You guys okay?" One of them asks, stepping toward the car and looking at both of them like he's searching for any injuries.

"Yeah, we're fine," Steve assures him, nodding Bruce forward so he can exit the elevator first. The scientist steps out and Steve follows him, walking out into a wide, open hallway with a panel of windows opening out to the city below across one whole wall. The hallways is illuminated by sunlight that reflects off the polished tile floors and makes the opening seem even bigger. It's a huge difference from the stuffy confines of the elevator car and Steve sees Bruce take a deep breath from the corner of his eye.

"We should have the elevators working again in just a few minutes if you guys want to wait," one of the workers offers as the other fiddles with something on the internal wall panel.

"I think we'll take the stairs, thanks," Bruce responds politely, stepping further away from the elevator and walking toward the stairwell. Steve smiles a little and follows him.

**OOOOO (4. Tony)**

"This is all your fault."

"What? How is any of this my fault?"

"I haven't figured that part out yet." A pause followed by a barely disguised huff. "I'm still blaming you for it though."

They're currently about 400 ft below ground level, stumbling along through the twisting passages and tunnels of the basement. It was difficult to believe that Stark Tower even had a basement but it most certainly did and that little known secret happened to be the current location of two members of the Avengers party. It was late, close to 11:30, and all the workers had gone home for the evening. So when Tony suddenly decided he needed to pull an old invention from the basement and get it back up to his laboratory to work on it, no one was available to go down and get it other than him. It wouldn't have been a big deal except for the fact that Tony absolutely hated the basement.

It was very nearly the size of city block and had become the semi-permanent, to completely permanent resting place for some of his failed inventions. Tony hated coming down here because it reminded him that unfortunately, he wasn't perfect and sometimes he came up with things that simply didn't work. If he had his way about it, every failed invention would be destroyed and a newer or better model would take its place. The only thing that ran counter to that idea were his collection of Ironman suits. He could never get rid of those and he knew it. Still, the basement held memories of past failures and unsuccessful inventions and Tony just kind of hated that idea.

One whole section of the basement that was dedicated to nothing but hard copies and paper files; Pepper insisted on keeping hard copies of everything in fire proof safes in the (very unlikely, according to Tony) event of a catastrophic system crash that lost all of the carefully kept computer files. The safes held everything from tax forms, receipts, personal contracts, hell, even Tony's birth certificate was down there somewhere. Pepper was nothing if not meticulous so every single safe had a label and a list of the items inside. It would have been extremely helpful if they were looking for anything tucked away inside of a safe but as it stood, they weren't. They were looking for something inside one of the storage containers lining the opposite wall.

Each storage container was similar to the shipping containers that were always stacked in nice, even rows along the docks and harbors lining the bay. There were three of them, each huge and completely filled with scrapped creations and ideas. Tony was only focused on one such creation, one that had been moved down here very recently and was easily corrected. That's why they were down here, to get that machine and leave. Nothing else; just a simply grab-and-go errand. Tony forces himself to breathe normally as they walk further into the basement.

There was another reason he hated coming down here but it was one he wouldn't voice even to himself. It was stupid and childish and he refused to admit it even as the muscles in his shoulders knotted with tension. He could handle being underground, it was no big deal, it was just circumstance of mind over matter. They'd get the generator, get back on the elevator and go back up to the top floor. No big deal.

"So where is this clean emissions whachamacallit?" Steve asks from behind him, his eyes constantly scanning across the layers of safes and filing cabinets lining the walls.

"Clean Energy Emissions Generator," Tony corrects casually, trying his best to keep his voice level as he speaks. _I can do this, I can do this, I can do this…_

"Yeah, that thing."

"It should be in Storage Container C," Tony tells him, leading the way over to said storage container and fumbling into his pocket for his keys. He adamantly ignores the ways his hands shake a bit as he reaches for the lock. "I thought it was a dud but I think I've figured out a way to fix it," he rambles on, clearing his throat as he voice wavers just a tiny bit toward the end. Jesus, get a grip! It's just the damn basement, not a cave filled with weapons dealers on the corner of God's nowhere and the entire sand trap known as the Middle East.

And just like that, the memories flood to the surface. The impossible pain of the shrapnel piercing his skin; waking up confused and hooked up to a damn car battery in the dim light of the cave; working tirelessly to build the heavy, clunky suit that could be his one and only shot at salvation. And all that time feeling the heaviness of thousands of tons of rock and stone pressing down on him from every angle. He was buried, entombed alive and left to lose his sanity bit by bit and die in a hole like an animal. It was all pressing down-

"Tony?" Steve is standing beside him then, a concerned frown crossing his face.

Tony curses inwardly, not realizing he'd been standing there fumbling with the keys for probably a minute now, staring at nothing and battling the memories he always kept buried deep. "What? Yeah? What's up?"

Steve isn't fooled and his frown deepens a bit. "Everything okay? You look a little bit pale."

"Yeah, no, everything is perfect," he rambles quickly, jamming the key into the lock a bit harder than he meant to and wincing slightly when it jams his thumb. "Better than perfect, actually. I'm excited. Excited to get back to work on this generator. It'll be huge if I can get it to work."

Steve is still undeterred and his eyes are nearly piercing as he continues to look at the flustered billionaire. "Tony…"

"Hey, look, the container's open," Tony says, sidestepping the concern and walking into the container. He hears Steve follow in behind him a second later but even he's not naïve enough to believe that the conversation has dropped yet. He just needs to find the generator and then they can get out of the cave-basement! They can get out of the basement, the _basement,_ not a cave, not _that_ cave, just the basement beneath the Tower.

It looks like some attempt at organization had been made once before, everything stacked neatly against the surrounding walls and leaving a big enough opening in the middle to walk through comfortably. Still, that organization seems to have fallen to the wayside over the past few months because some of the inventions have fallen to the floor and cluttered the aisles in a way that makes walking over them easily nearly impossible. Tony can see the generator on a shelf toward the back, sitting primly on its little perch and mocking him with the distance and the time its going to take to get to it. More time spent in the basement. More memories of that cave. Tony decides right then and there that the generator is a bastard.

"You wanna tell me what's going on?" Steve asks as he steps up beside Tony, following him deeper into the container.

"Nope, not really," Tony brushes off his question easily and keeps walking.

"I might be able to help," Steve points out, still staying in step with the shorter man. Where Tony has to nearly crawl over a few of the obstructions on the floor, Steve just steps over them like its nothing. Jerk.

Tony nearly laughs at the suggestion because unless Steve was somehow able to time travel back to that cave and get him out sooner, those memories and, by proxy, his fear of caves, would be ingrained into his mind until the day he died. "Doubt it," he retorts casually as they reach the back of the container.

"Why won't you tell me?" Steve asks and he's not being a brat about it, he's genuinely curious. Damn him. That's probably one of the hardest things Tony has getting used to about Steve; everything the guy does is genuine. Sure, they still bicker and argue like a bunch of little kids a good majority of the time but Steve's curiosity and concern at this moment are authentic and Tony feels himself deflate just a bit.

"Dude, look, its just…issues, alright?" Tony grumbles as he reaches up to grab the generator. Its heavy and bulky in his arms but his anxiety lends him an unusual amount of strength. "I don't like the basement, I don't like being down here, I don't like the idea of an entire building weighing down on top of me from overhead. Being underground is just not cool, Steve. Its not normal. No part of this is normal. I feel like one of those Chilean miners who got stuck in that mine shaft for two months or however long it was."

"Chilean miners?"

"Yeah, it was a big deal. There was news footage." Tony stops and forces himself to take a deep breath because he feels like he's about to pass out if he keeps talking. One hand comes up and squeezes the bridge of his nose tightly, warding off the impending headache. "Look, there's just a whole lot of things I don't like about this situation. I just want to get this generator and get out, okay?"

Steve still looks confused and more than a little bit concerned, but he nods easily at the admission. "Okay, that's fine. We got the generator, right?" He nods in the direction of the machine in Tony's arms. "We can leave now."

Tony almost make a beeline for the door at the invitation but stops when he notices the core processor of the generator is not hooked up. Without that, no amount of tinkering or altering will do any good; the thing will be little more than a glorified doorstop. He once again calls the generator a bastard as well as a few other choice names that are a bit to vulgar for sensitive and inexperienced ears (namely, Steve's).

"Dammit," he growls, scanning the floor all around the shelves looking for the processor. It was small, about the size of a cell phone, but it was vitally important if he wanted to get this thing to work. Sure, he could always make a new one but that would take days, maybe even weeks, out of his schedule and he just didn't have time for that. It was in this container, he knew it, he just had to find it.

"What's wrong?" Steve asks, turning back to face him and noticing his distress.

"We're missing a piece," Tony grumbles, dropping the generator none too gently on the nearest shelf and dropping down to his knees to scan the floor.

"Which piece?" Steve asks, walking over to where Tony is crouch on the floor and following his example.

"The core processor," Tony explains though he knows that bit of information probably means little to nothing to Steve. "It's what powers the generator. It looks a lot like a cell phone with a bunch of wires hooked up to one side of it."

Steve nods and aids in the search, looking under shelves and on the floor surrounding the place the generator was sitting. He searches quietly, careful and meticulous, his eyes alert for anything out of the ordinary. Tony is on the floor about a foot or so away, grumbling irritably to himself and muttering a curse or two every so often. He's trying to put on a brave face in front of the other man but Steve knows full well that Tony is very close to having a nervous breakdown at the idea of being down here in this basement any longer than he has to.

Steve had read through Tony's entire file about a week after the whole Chitauri invasion. He read about how he'd been taken hostage and held in a secret location for weeks, forced to work on what would become the original prototype for the Ironman suit. The file had been intentionally vague about Tony's experiences during his captivity but it did mention he'd been held in a cave for the entirety of it. Something that traumatic, that life changing, was bound to leave more than a few bad memories in someone's head and it was clear that Tony was not handling being anywhere that resembled a cave or otherwise very well.

Something clatters off a shelf a few feet to his right and Steve looks over just in time to hear Tony curse viciously. Something flat and shiny had tumbled to the floor in the midst of the billionaire's frantic search and he currently calling it every name he could think off. The cool, calm demeanor the billionaire usually composed himself with had cracked and he was shaken and wrecked with anxiety from memories no one could see but him. Steve clears his throat a bit as he looks over toward him.

"So how is this generator thing supposed to work?" He asks, his voice echoing off the walls of the container. Its loud and bit jarring but maybe it'll have the desired effect he's hoping for.

Tony sighs heavily from his location on the floor and shakes his head. "If I can get it fixed, it should be similar to the energy system we use to power the Tower. The only difference is it'll be portable; clean, renewable energy that can be moved anywhere in the world."

"That'd be helpful."

"You're telling me," Tony grumbles, rummaging around through the lower shelf for the core processor. "I've had people commissioning something like it for weeks now. I built that thing about a month ago but couldn't get it to maintain a charge. I think I figured out how to fix that though."

Steve is silent for a second, noticing a bit of the tension leaving Tony's voice as he spoke. It seemed that getting his mind off of their current location, away from the ideas of being buried underground, and get him talking about something that interested him was the way to go. Granted, Steve didn't understand almost any of it but it didn't stop him from going on. "How are you going to fix it?"

"Well," Tony sighs, stopping his fruitless search for a moment to lean against one of the shelves. He's a bit breathless, his face still slightly paler than it usually is, and he looks nowhere near comfortable, but his eyes don't have that panicked, haunted look in them when he speaks about the generator. "I was going over the diagrams and layouts yesterday and found an anomaly in the functional equation relating to the energy emissions process and realized it was simply a matter of inverting the formula and applying it to-"

Yep, just like that, Steve was completely lost. He stays quiet as he continues searching, his eyes landing on a small, cell phone shaped object just behind the shelf. Tony probably hadn't even seen it in his frenzied searching. Steve smiles a bit and reaches forward, grasping the object and pulling it away from the shelf just as Tony's rambling comes to a halt.

"Wait a minute, why are you asking me all this? I thought you didn't care about all this techno babble bullshit."

Steve shrugs one shoulder casually. "I don't. But you do," he says simply, walking back over to where Tony is still leaning against the shelf. "Plus, it gave you something else to think about; got your mind off this place for a while." He reaches down and grasps Tony's hand, pulling him up and handing him the core processor. "I think you were looking for this?"

The relief and excitement in Tony's eyes replaces all the anxiety he was feeling before and he takes the processor, looking at it carefully. "Yep, looks about like it. Good eyes, Cap."

Steve smiles and claps him on the shoulder, grabbing the generator as they pass and walking toward the door. "Come on, lets get out of here."

"You read my mind."

**OOOOO (5. Thor)**

Steve frowns when he notices the door leading up to the roof is slightly ajar, a cool evening breeze filtering into the hallway from the opening. He approaches the door warily, pushing it open with one hand and looking up the short staircase. He debates for a moment as to whether or not he should go up to see if anyone was there; this wasn't his house after all, he didn't really have any business snooping around in places that didn't concern him. They'd all taken up temporary residence in Stark Tower while the helicarrier was being repaired and to say the last few days had been stressful would be the understatement of the universe. Granted, Tony hadn't specifically told them anything in the Tower was off limits but it still felt a bit odd to be wandering around the other man's house.

Still, there's a nagging feeling that Steve just can't shake as he continues to stare up the staircase and he decides to put caution to the side for the moment. Opening the door fully, he walks into the stairwell and ascends each step to the roof.

The staircase opens out to the wide, flat expanse of the roof, the edges of the building raised up along the sides like a miniature wall. There's view of the city for miles from this high up and a cool, clean breeze sweeps along the open space. There's still damage to the building of course, broken windows and destroyed structural walls, but up here, away from everything else, its easy to forget about all that.

Steve's eyes scan the roof casually, eventually coming to rest on the tall, imposing figure of Thor Odinson standing near one corner of the building. The god has his back to him, eyes turned upward, and he's looking up at the star-littered sky like he's searching for answers to problems he can't voice. Steve's known that feeling before; it's a very lonely place to be.

"Thor?" He calls as he crosses the distance between them slowly. Super soldier serum aside, he'd taken a few rough hits during the Chitauri invasion and he was still a bit stiff and on the sore side.

The god turns toward him when he hears him, his eyes locking on the other man as he approaches. "Good evening, Captain," he greets with a small but warm smile. "I am glad to see your injuries have healed from our battle."

Steve smiles a bit and shrugs one shoulder casually. "Yeah, nothing I couldn't handle. I used to get into scraps way worse than that back before I joined the army."

"Indeed?"

"Yep, used to have the scars to prove it too but the serum took care of that." He fades off when he realizes he's getting off topic and focuses back on the issue that brought him out here in the first place. "You okay? The roof seems like kind of a lonely place to hang out, don't you think?"

Thor's smile fades and turns into a grim line. "My mind is troubled and my heart weighs heavily. I had hoped seeking solace beneath the stars would lend me some form of peace."

Steve frowns and leans against the wall beside the god, eying him carefully. "You're taking Loki back to Asgard tomorrow." Its not a question; they all know Loki's fate cannot be decided by Midgardian officials. At least that's what Thor had told them when his brother had been taken into custody.

"Yes," the thunder god relents with a heavy sigh, looking back up at the stars longingly. "I will escort him back to Asgard in the morning and his punishment will be decided there."

A heavy pause followed the admission and Steve could tell there was something the Asgardian was leaving out. "But you're bothered by this." Once again, it wasn't a question; it didn't have to be. The look on Thor's face said it all.

For a long moment the other man says nothing, staring instead up at the celestial heavens above. When he finally does speak, his voice is heavy with guilt and regret. "I fear for what they will decide to do with my brother. I realize this concern sounds absurd in the light of Loki's destruction but I still cannot quell the fear I feel in my heart. Loki has caused much suffering and despair, his crimes have been great indeed, but he is still my brother and I care for his wellbeing."

Steve says nothing to this but he understands Thor's concern. Part of him is furious at Loki for bringing such havoc to their planet but the other part of him feels for Thor in that no matter what the decision is, he will suffer the most for it. Loki's crimes were unforgivable, that much was certain, but Steve knows Thor can't just write off his brother like its nothing. Criminal or not, their bond went deeper than any of the Avengers could see and the thought of his punishment was weighing heavily on the god's mind.

"Do you think they'll show him any leniency?" Steve asks, keeping his voice as neutral as he can. This is a sensitive situation and one wrong word could lead to disaster.

"I cannot be certain," Thor relents with a frown. He crosses his broad arms over his chest and leans against the wall much in the same way Steve is doing. "It is possible they could show clemency in respect of my father but it is not assured."

Another pregnant pause fills the gap between them and its several seconds before Thor speaks again. "I feel as though I've failed him."

Steve starts a bit at this and looks at the god in surprise. "How could you have failed him?"

For a moment, Thor doesn't answer, his mind too drawn in the troubles that plagued him. When he finally does answer, the guilt in his voice is palpable. "I took him for granted for a great many years. I was cocky, arrogant, I became a threat to myself and everyone I cared for. Through it all though, I remained convinced Loki would always be by my side, that we would fight together as one in any battles we faced. I should have seen the change in him, I should have noticed the difference in his behavior." Thor shakes his head bitterly before he continues. "I feel that I failed him when he needed me most."

Steve shakes his head and pushes off the wall easily. "No, Thor, listen: none of this was your fault. Loki was so far gone by the time he got here, I doubt there was anything you could have done to change him."

"It was my fault he changed in the first place," Thor argues, the defeat in his voice ringing clear. "I should have seen it sooner."

"How are you to blame for Loki's decisions? You didn't force him to do the things he did nor did you encourage them," Steve counters, trying to enforce his point without crossing a boundary. "Loki snapped, Thor. Things like that happen, and there was nothing you could have said or done to prevent it once those cracks started showing."

"So what am I to do?" Thor retorts, the anger and guilt in his voice tingeing the surface. "Turn my back and go on as if nothing ever happened? Leave him to whatever punishment seen fit to place upon him? He's my brother, maybe not by birth but by youth; we grew up together and it was always my responsibility to watch over him and keep him in line. And now this," Thor gestures broadly at the city that's still not quite smoldering beneath their feet. "I couldn't prevent his change and I couldn't prevent the destruction he caused in his wake. I have failed him, Captain! I let my brother down and now he is to suffer for it!"

The outburst causes Thor's shoulders to sag like a weight being thrust upon his back. He's glaring at the roof, blue eyes stormy with guilt and anger, and one fist is clenched into a tight ball at his side. He isn't angry for Loki's betrayal and the resulting destruction, he genuinely blames himself for the cause of all of it.

Steve says nothing for a long minute, the pause between them growing heavier by the second. When he finally does speak, he keeps his voice soft and gentle like it had been before. "Thor, listen…things like this happen sometimes. Things that are out of our control or that we didn't plan for, things we never could have seen coming. And yes, its easy to blame yourself and go through that endless list of 'I should have done this' as a result but you can't let that bear down on you."

The Asgardian prince says nothing but he seems to be at least listening to Steve so he continues.

"Loki's actions were not your own, you didn't bring any of this about. I know you blame yourself and it would be stupid for me to tell you not to but it's the truth. You can't change the past," Steve pauses, letting those words sink in because, _damn_, was that a hard pill to swallow. "But you can be here to change the future. Whatever misgivings you see from yourself regarding Loki in the past, focus on changing them for both of you in the future."

Thor is silent for another long moment, long enough to where Steve wonders if he should say something else, when he finally speaks. "How am I to face him?" And suddenly this man, the very being from myth and legend, sounds like a confused child.

Steve shrugs one shoulder and asks the simplest question he can think of. "Have you tried speaking to him?"

The god shakes his head but it's a halting, unsure movement. "My words mean little to him at this moment. He is unwilling to listen to anything I have to say."

"Keep trying," Steve insists, taking in the guilt that masks the other man's face. "Keep talking to him even if he doesn't want to listen. It will let him know that you're still here, that you haven't given up on him. No matter what happens, no matter what his sentencing is, at least he'll know you stood by him until the end."

Thor laughs once, more a huff of air and a watery smile than anything else, but it seems a small amount of the tension has been relieved from his shoulders. "You believe this will work?" He asks, a flicker of muted hope flashing behind his storm-blue eyes.

"I think it will do more than you know," Steve answers honestly, covering the distance between them and grasping the other man by the shoulder. "You're a good man, Thor, you've proved that time and time again. Don't let this change you." The words are eerily similar to the ones Dr. Erskine said to Steve with his dying breath and it was something that always stuck with him.

Thor's smiles then, a bit bigger this time and more real than the previous one, and follows Steve's gesture by grasping the other man's shoulder. "Thank you for the advice, Captain. I am proud to have had the honor of fighting alongside you for the sake of Midgard."

Steve smiles in return and lets his hand drop. "Anytime, big guy. And you can call me Steve; after all we've been through in the past few days I figure we're in first name basis territory."

The god smiles again with a nod. "Very well, Steve."

Steve steps away from the edge of the roof then and nods toward the door. "Come on, let's head back inside and find the others."

Casting one last glance up to the stars, Thor finally relinquishes his place on the roof and follows Steve to the door.

**OOOOO (+1. Steve)**

Its Tuesday afternoon when JARVIS very politely informs him that Steve hasn't slept in four days.

Tony blinks, having to physically and mentally pull himself away from the microscope he was in the middle of hovering over and frowns up at the ceiling. "Pardon?"

"I hate to interrupt you, sir," the AI's voice filters through the speakers and into the lab. "But I felt it important to inform you of these recent developments. It appears quite abnormal to me."

Tony pushes away from the microscope and jots a few notes into the margins of the tablet next to him before the ideas can get lost in the conversation with the AI. "Not that your concern isn't touching and all, JARVIS, but sleep deprivation isn't really a big deal around the Tower. You've seen the way Clint and Natasha work; those two can last for about two days without any sleep and Bruce and I are always working at all hours of the night. Thor's not even human so he probably doesn't have to sleep ever if he doesn't want to." He finishes frantically scribbling the last note into the margins and glances back up at the ceiling. "The point is, a little bit of insomnia is nothing new around here."

"I understand that, sir," JARVIS interjected smoothly. "I simply noticed a bit of odd behavior from Captain Rogers during this time and thought it necessary to notify you on the matter."

"Odd how?" Tony asks, frowning a bit at the AI's choice of words. JARVIS tended to be pretty straight forward when it came to the physical and mental condition of the fellow inhabitants of the Tower and using an adjective like 'odd' was in itself a bad sign.

"My sensors have indicated an elevation in both blood pressure and heart rate, an indication of anxiety or some kind of fear response. This physical change has been heightened in the past few days, particularly at night. I can see no logical explanation for it and have therefore chosen to bring this matter to your attention."

Tony's frown deepens a bit at the information. Of all of them, Steve was the least likely to show any cracks or signs of vulnerability, but still it seemed odd that none of them had noticed this before. Sure, they all stayed busy a good majority of the time, the innocence and virtue of the planet constantly being in peril and all, but one of them should have at least noticed something off about their leader, right?

"To his credit, he has been maintaining his composure remarkably well over the past few days," JARVIS says as if somehow reading his creator's thoughts.

"When did you say this all started again?" Tony asks, crossing the room and pulling up the main screen of one of the computers closest to the wall. He pulled up a file labeled "security" and was greeted with dozens of thumbnail images taken from the security cameras all over the Tower.

"A little over four days, sir. My systems indicate the last time Captain Rogers slept through the night was between Thursday evening and Friday morning."

"So yeah, four days then," Tony mumbles, scrolling down the page for thumbnails of the days indicated. "Is there anything that could have triggered it?" He asks more to himself than anyone else but JARVIS picks up where he leaves off.

"Sir, if I'm not mistaken, hasn't it been nearly a year since Captain Rogers was unfrozen and brought into S.H.I.E.L.D?"

Tony pauses for a second, contemplating the suggestion. JARVIS was right, it had been nearly a full year to the day since the Capsicle had been found buried in the ice and defrosted. One full year since Steve had made the transition between 1943 and 2011. Talk about culture shock.

The screen lands on the days Tony was searching for and he clicks on one of them, fast forwarding from am to pm and into am again. The resolution is high quality; crisp, clear images of Steve pacing around in his room, disappearing off to the gym, wandering the floors of the Tower, gazing out the windows and standing motionlessly for hours on end. Occasionally it shows an image of him wandering by the rooms of his fellow teammates, pausing just outside the door for a few seconds like he's contemplating going inside before stepping away and walking further down the hall, repeating the same process in front of another room.

"What is he doing…?" Tony wonders out loud, watching the screen with a deep frown and dark eyes.

"He appears to be searching for something," JARVIS mentions and suddenly it hits Tony in the gut like a sledgehammer.

"No…he's not searching for something," he hears himself mutter, eyes still glued to the screen. "He's making sure its still there."

It all made sense then; a horrible, gut-wrenching kind of sense. It had been a full year since Steve had vanished from his own time period only to end up in this one. A full year since everyone he ever loved or cared about, everything he ever knew, disappeared. A full year since his entire life had been taken from him and forgotten like just another page in a history book. Steve wasn't sleeping because he was afraid he would wake up one day and fine that everything had disappeared again. He would wake up to find himself alone all over again.

A heavy, cold feeling settles in the pit of Tony's stomach and he feels a kind of tightness constricting the muscles in his throat. He feels guilty that he hadn't noticed this sooner, that none of them had, really, and that Steve had been dealing with all of it on his own. He doesn't have time to contemplate it much further than that before the object of his thoughts walks in through the sliding doors.

"Tony?" Steve calls, catching the billionaire's attention from across the room. He walks over slowly, hands buried deep in the pockets of his jeans (one of the many accomplishments Tony prided himself on; he'd gotten Captain America to wear freakin' Levis. He's pretty sure Uncle Sam is rolling in his grave right about now).

Tony manages to close the security footage just before he gets over to him and swirls around in the chair to face him. "What's up, Cap?" He asks, trying his best to erase all guilt, both from spying on the video footage and not noticing Steve's plight sooner, from his voice.

"I'm taking Thor with me to meet with Fury to go over the details of the assignment next week. Feel like cutting out of the lab for a bit?"

Tony hesitates because dammit, there are _dark circles _under Steve's eyes, and shakes his head. "You know, I would, Cap, but I have a lot of schematics to go over here before tomorrow. But uh, you know, you guys go ahead. Have a bro date, go feed pigeons or whatever it is guys do when they hang out. Lift weights? No, that won't work, you guys can do that here-"

"Something wrong?" Steve asks, quirking an eyebrow suspiciously.

"Huh? What? No, nothing's wrong. Why? Why do you ask?"

"Because you're rambling. You only ramble when something is bothering you."

Damn if Steve isn't the only one in this building other than Pepper who could call bullshit on him. Bruce can do it sometimes but its an imperfect art and he's only ever right about 40% of the time. Steve is right every time though; its like he has a built in Stark Bullshit detector. Maybe it came from knowing his father.

"Uh no, nothing's bothering me," Tony comments casually, making a mental note to learn how to lie better around Steve. He frowns at the younger man, taking in the look of genuine fatigue in his eyes and the slightly less than perfect slump in his shoulders. Steve looks tired and worn, stretched too thin like ripped cotton in a faded t-shirt, and its just not right. Its like someone punching a bald eagle in the face.

"I could ask you the same thing though," he counters smoothly, giving Steve a very visible once over as he speaks. "You look like you haven't been sleeping much, Cap."

Steve freezes just a tiny bit but his muscles relax a second or so later. "Its no big deal," he responds casually, literally shrugging it off like someone just told him it was going to rain tomorrow.

"You sure? Looks like a pretty big deal to me. The battered women's shelters are going to start calling us if those bags under your eyes get any bigger, they'll start to look like shiners." Tony sobers after a minute and gives Steve a critical look. "Steve, seriously, if something's bothering you, you can talk to us, you know? I mean, I'm not about to go all Dr. Phil on you or anything-"

"I don't know who that is."

"But we're all here, you know? We can give you advice or pep talks or totally manly bro hugs or something. Did that sound gay?"

Steve smiles a bit and shakes his head slowly. He's silent for a minute as if debating what to say before he finally speaks. "I just have trouble sleeping sometimes. It's no big deal, it just happens sometimes, you know? It brings back bad memories." Something uncharacteristically dark passes through Steve's eyes before it disappears all together and he straightens his shoulders with a smile. "Thanks for the concern though."

Slightly disarmed, Tony just nods. "Uh yeah, sure. Anytime."

Steve turns and walks toward the door. "We should be back around 5. You guys going to be here?"

The barest outline of plan begins to form in the back Tony's mind then because yes, in fact, they would all be here. It was one of those rare nights when all of them would be in the Tower at the same time, not scattered to the winds like they usually were. Plan rapidly taking shape in his mind, Tony nods and shoots Steve a grin. "Yep, we'll all be here. Sounds a good excuse for a movie night to me."

Steve smiles in return and nods. "Sounds good. See you guys later tonight then." He tosses a wave over his shoulder before stepping through the doors and disappearing down the hall.

Once Tony is sure he's gone, he turns his attention to his suspiciously silent AI. "JARVIS, who's in the Tower right now?"

"Dr. Banner is currently in the lab down the hall and both agents Barton and Romanov are in the combat center."

"Good, get their attention and tell them to meet me in the lab in ten minutes. We have some details to work out regarding tonight."

"Very good, sir."

**ooooo**

True to his word, Steve and Thor return to the Tower just before 5:15 and Bruce very discreetly slips Thor away to inform him of the plan for the evening. To keep from raising suspicion, Clint takes the opportunity to call Steve over so he can show him the stir fry he's currently working on over the stove. Natasha is perched on the counter next to him, a wine class resting in one hand and a half-finished bottle of beer beside her leg that more than likely belongs to Clint. Tony approaches from behind and offers Steve a glass of scotch; he knows full well the other man can't get drunk (several attempts had been made that left Tony under the table and Steve blissfully unaware that he should have succumbed to alcohol poisoning hours before) but he hopes a good, stiff drink might at least calm some of the super soldier's nerves.

They all stand in the kitchen, chatting and drinking and waiting for the food to get done and its all so damn normal its easy to forget they've all saved the world more times than any of them can count. Bruce and Thor join the party after a minute and Tony gives Bruce silent credit for the fact that Thor doesn't have a look of abject shock or concern crossing his expressive face when they re-enter the room. Bruce was best one of them at keeping things casual so informing Thor of the plan had immediately fallen on his shoulders. It was apparently a success; he hasn't walked over and scooped Steve into a bear hug yet so that was something.

The food is ready just after 6 and Tony takes the opportunity to inform all of them that the goal for the night is to watch every single James Bond movie ever made. He insists they're American (British?) classics and since there's like thirty of them, they shouldn't run out anytime soon. No one seems to have any objections as they all fix their plates and head into the living room to find a spot in front of the huge TV mounted to the wall.

Before the first movie starts, Tony very inconspicuously tells JARVIS to block all phone calls that are not informing them of earth's immediate destruction and to lock the doors of the Tower. Unless a nuclear holocaust occurs in the next 18 hours, the Avengers are in for the night and they're staying there.

They're halfway through the first movie before Operation: Cap Nap begins to fall into place (Tony adamantly refuses to accept credit for that name; he'll relinquish all rights to Pepper or JARVIS or hell, even Clint if he has to. The point is, he did _not_ come up with that name).

One by one, everyone starts to move a bit closer together in the living room. After one gets up to put away their dishes, they'll move back into the living room and sit just a tiny bit closer to the main couch in the center. Steve is currently sandwiched in between Tony and Thor and even the huge length of the couch doesn't seem big enough to fit the three of them. Clint and Natasha have moved from their place on the other couch and are now leaning against edge of the couch Steve, Thor and Tony are sitting on. Bruce has abandoned his place in the recliner in favor of the ottoman sitting caddy corner to the couch. Its all very subtle movements, almost unnoticeable if they weren't being looked for; everyone moves around and changes positions during movie nights, why should tonight be any different?

Tony makes the suggestion to abandon the couch for the floor, insisting it will give everyone more room and his logic is pretty flawless for that argument. It wouldn't be the first time they had all ended up on the floor in a big pile so nothing seems odd about the suggestion. Steve and Thor follow the advice and slide down off the couch, both landing on the floor and leaning back against the couch similar to the way Clint and Natasha are doing. Tony join them a second later after he refills his glass and Bruce gives up the ottoman for the floor as well.

The third movie has just started when phase two begins. Clint slumps sideways and pillows his head against Steve's leg. Natasha shimmies down and nestles herself against his chest, one arm carelessly tossing itself across Clint's chest so her hand is resting against Steve's knee. Bruce slides down so he's laying on his stomach, head pillowed on top of his arms, but he's still close enough that his side is pressed against the outside of Steve's leg. Tony and Thor are still one either side of him, one of Thor's arms stretched out behind Steve's back across the couch cushions and Tony's shoulder brushing against Steve's. All the while, Steve is strategically wedged in the middle of all of them. Maintaining the essence of subtlety, Steve doesn't seem to think any of this is odd or even out of character for them and continues to watch Sean Connery play up a suave, master spy onscreen.

They all stay like that for the rest of the evening, every single one of them maintaining at least one point of contact at all times as a silent reminder that they're all still here and they're not going to disappear the minute Steve closes his eyes. The reassurance seems to have the desired effect and Steve begins to nod off just as the fourth movie starts. Clint is already asleep, Natasha following his example from her place on his chest. Bruce is dozing on the floor next to him and Thor is snoring softly, his head tipped back to rest against the arm of the couch.

Steve's head begins to tip a few times, his eyes fluttering closed, and he's just at the point of drifting off to sleep when he shakes himself awake and looks around the room in a fatigue-induced panic. Tony can nearly hear the headcount Steve is mentally doing with each awakening, his eyes landing on every single person in the room. Making sure all of them are still there. This happens about three times before Tony finally intervenes.

"We're not going anywhere, Cap," he tells him softly, keeping his voice low to prevent waking the others. Steve looks at him them, a tiny flicker of desperation and confusion in his eyes, and Tony continues. "No matter how many times you fall asleep, we'll always be here when you wake up. I promise you that."

Steve hesitates for a just a moment longer, an unspoken plea crossing through his blue eyes. The sincerity in Tony's voice rings true though and he appears to believe him, desperately clinging to the words spoke. Eventually Steve nods just a bit, a tiny tip of his head, before settling back against the edge of the couch and getting comfortable again. A few more minutes pass before he begins to nod again and this time he doesn't jolt himself awake like he had before, he just lets himself sag a little bit to the side and rests his head against Tony's shoulder. The movie plays on and Steve sleeps for the first time in nearly five days.

"Get some sleep, Cap," Tony mumbles to the sleeping soldier on his shoulder, his own eyes beginning to get heavy as well. "We'll all be here in the morning."

* * *

**Hrrrgggg...puppy pile! *flail* Hope you all liked it! :D**


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